Exhibit 10.37(b)
Form for Gerard S. Carlozzi and John B. Henneman, III
PERFORMANCE STOCK AGREEMENT
THIS PERFORMANCE STOCK
AGREEMENT (the “Award Agreement”), dated as of
[___] (the “Award Date”), is made by and between
Integra LifeSciences Holdings Corporation, a Delaware corporation
(the “Company”), and [___], an employee of the Company
(or one or more of its Related Corporations or Affiliates),
hereinafter referred to as the “Participant”:
WHEREAS , the Company
maintains the Integra LifeSciences Holdings Corporation 2003 Equity
Incentive Plan, as amended (the “Plan”) and wishes to
carry out the Plan, the terms of which are hereby incorporated by
reference and made part of this Award Agreement; and
NOW , THEREFORE , in
consideration of the various covenants herein contained, and
intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I.
DEFINITIONS
Capitalized terms not otherwise
defined below shall have the meaning set forth in the Plan. The
masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates.
Section 1.1
Employment Agreement . “Employment Agreement”
shall mean the Participant’s employment agreement with the
Company, dated December 19, 2005.
Section 1.2
Performance Goals . “Performance Goals” shall
mean the specific goal or goals determined by the Committee, as
specified in Exhibit B .
Section 1.3
Performance Period . “Performance Period” shall
mean the period of time that the Performance Goals must be met, as
specified in Exhibit B.
Section 1.4
Performance Stock . “Performance Stock” shall
mean [___] Shares that will be issued to the Participant under this
Award Agreement if the Performance Goals or such other criteria
described hereunder are met during the Performance Period.
Section 1.5
Rule 16b-3 . “Rule 16b-3” shall mean
that certain Rule 16b-3 under the Exchange Act, as such Rule
may be amended from time to time.
Section 1.6
Secretary . “Secretary” shall mean the Secretary
of the Company.
Section 1.7
Termination of Service . “Termination of
Service” shall mean the time when the Participant ceases to
provide services to the Company and its Related Corporations and
Affiliates as an employee or Associate for any reason with or
without cause, including, but not by way of limitation, a
termination by resignation, discharge, death, or Disability. A
Termination
of
Service shall not include a termination where the Participant is
simultaneously reemployed by, or remains employed by, or continues
to provide services to, the Company and/or one or more of its
Related Corporations and Affiliates or a successor entity
thereto.
ARTICLE II.
AWARD OF PERFORMANCE STOCK
Section 2.1
Award of Performance Stock . As of the Award Date, the
Company issues to the Participant the right to receive after the
end of the Performance Period (or such earlier date as provided in
Section 3.2 of this Award Agreement) the Performance Stock if
the Performance Goals and the other conditions set forth in this
Award Agreement are met. If the Performance Goals are satisfied,
the Company shall cause the Performance Stock to be issued in the
name of the Participant as described under Section 3.3 of this
Award Agreement. As a further condition to the Company’s
obligations under this Award Agreement, the Participant’s
spouse, if any, shall execute and deliver to the Company the
Consent of Spouse attached hereto as Exhibit A .
Section 2.2
Forfeiture; Anti-Assignment . The right to receive the
Performance Stock shall be subject to forfeiture as provided in
Section 3.1 of this Award Agreement, and the Participant shall
have no right to sell, assign, transfer, pledge, or otherwise
encumber or dispose of the Participant’s right to receive the
Performance Stock.
Section 2.3
Dividend Equivalents . Prior to the end of the Performance
Period, the Participant shall have the right to receive an amount
equal to all dividends or other distributions paid or made with
respect to the Shares underlying the Performance Stock as though
the Performance Stock had been issued as of the Award Date. Payment
shall be made at the same time as the payment of dividends on its
Shares are made to the Company’s stockholders.
Section 2.4
Voting Rights . Prior to the issuance of the Performance
Stock, the Participant shall have no voting rights with respect to
any Shares represented by the Performance Stock.
ARTICLE III.
RESTRICTIONS
Section 3.1
Forfeiture . If the Performance Goals are not met by the end
of the Performance Period, the Participant shall forfeit the
Performance Stock and shall have no right to receive any Shares
represented by the Performance Stock. If the Participant has a
Termination of Service for any reason other than termination on
account of a termination by the Company without Cause (as
determined under the Employment Agreement), Good Reason, death or
Disability prior to the end of the Performance Period, the
Participant’s rights to receive any Shares represented by the
Performance Stock sha
